Crispin Odey's referral of the FCA's decision to ban him from the financial services industry and impose a financial penalty of over £1.8 million is currently being heard before the Upper Tribunal. 

The hearing, which commenced on 10 March and is due to last for more than two weeks, has attracted considerable attention from across the financial services sector. It is a rare opportunity for the Upper Tribunal to consider enforcement action taken by the FCA relating, albeit indirectly, to allegations of non-financial misconduct.

The Upper Tribunal's consideration of Mr Odey's case

Mr Odey is challenging the FCA's decision, set out in its Decision Notice dated 3 March 2025¹, that he breached Individual Conduct Rule 1, which requires individuals regulated by the FCA to act with integrity. The FCA found that, in 2020 and 2021, Mr Odey sought deliberately to frustrate ongoing disciplinary processes into his conduct, following allegations of sexual harassment made against him while he was at Odey Asset Management LLP ("OAM") (the firm he founded and of which he was majority owner, and which is now in the course of winding down). The FCA found that Mr Odey sought to protect his own interests, showing a reckless disregard for governance processes and causing OAM to breach regulatory obligations. The FCA also found that Mr Odey is not a fit and proper person.

In the Upper Tribunal, Mr Odey is advancing his case for the first time, having "leapfrogged" the Regulatory Decisions Committee (RDC) stage via the expedited reference procedure. Mr Odey's case is that the FCA had had a “hostile animus” towards him and pre-judged the outcome of its investigation into his conduct, led by an “agenda” to focus more on non-financial misconduct. He claims that the actions he took were necessary to ensure OAM's survival, rather than geared towards self-preservation, and contests the FCA's view of his integrity.

In considering Mr Odey's case, the Upper Tribunal will need to assess whether Mr Odey, in his response to the disciplinary processes commenced by OAM (following allegations of sexual misconduct), deliberately sought to frustrate those processes, showed reckless regard for OAM’s governance, and/or behaved towards OAM and the FCA in a way that lacked candour. Based on this factual assessment, the Tribunal will decide whether it was reasonably open for the FCA to conclude that Mr Odey's conduct amounted to a lack of integrity in breach of the Individual Conduct Rule 1², and that he lacks the integrity required by the Fit and Proper test. It will also need to assess whether the sanctions imposed by the FCA were reasonable.

This is not the first time the Upper Tribunal has considered issues relating to non-financial misconduct. In 2021, Jon Frensham referred his case to the Upper Tribunal after he was prohibited by the FCA on the basis that he lacked integrity and good reputation and therefore was not fit and proper, following a conviction for attempting to meet a child under 16 following sexual grooming.

In considering the case, the Upper Tribunal upheld the FCA's decision to prohibit Mr Frensham³ on the basis that it was reasonably open for the regulator to establish a link between Mr Frensham's offences and the integrity objective. However, this decision relied heavily on the fact that Mr Frensham had breached his bail conditions and had failed to be open and transparent with the FCA, rather than on the fact of his criminal conviction. The Upper Tribunal held that a distinction should be drawn between personal integrity and professional integrity, and that the FCA must determine whether, in all the circumstances, the failings of personal integrity also amounts to failings of professional integrity.

Developments since Frensham

Since Frensham was decided and the FCA's action against Mr Odey was commenced (both in 2021), the FCA has taken action in other cases relating to non-financial misconduct.  For example, the FCA imposed prohibition orders on Ashkan Zahedian (in November 2022) and Ari Harris (in November 2024), on the basis of convictions for violent crimes. In relation to Mr Zahedian, the FCA found that his criminal behaviour (a conviction for wounding with intent and possession of a machete) meant he did not have the requisite reputation to perform regulated activities and was therefore not fit and proper. In relation to Mr Harris, the FCA found that his conviction of wounding/ grievous bodily harm without intent, deliberate failure to disclose that conviction to the FCA, and deliberate provision of false and misleading information to the FCA demonstrated a clear and serious lack of honesty, integrity and reputation, such that he was not fit and proper to perform regulated activities. These cases were not referred, so have not been considered by the Upper Tribunal.

In addition, in May 2023, the FCA imposed a prohibition order and a fine of £1.8 million on Jes Staley, former CEO of Barclays Bank, over misleading statements made in a 2019 letter to the FCA concerning the nature of Mr Staley's relationship with Jeffrey Epstein, and the date of last contact with him. The FCA found that Mr Staley acted without integrity (in breach of Individual Conduct Rule 1), failed to be open and cooperative with the regulators (in breach of Individual Conduct Rule 3), and failed to disclose information of which the FCA or PRA would reasonably expect notice (Senior Manager Conduct Rule 4). Mr Staley referred his case, and in June 2025, the Upper Tribunal upheld the FCA’s decision, reducing the level of penalty to £1.1 million to reflect that Barclays had withheld deferred shares from Mr Staley.

In addition to enforcement action, in July 2025, the FCA published its new rules on non-financial misconduct (followed by accompanying guidance in December 2025). These new rules and guidance, which are due to come into force on 1 September 2026, make changes to the Code of Conduct Rules ("COCON") section of the FCA Handbook to include specific references to non-financial misconduct in the examples of relevant conduct, and make clear that serious instances of bullying, harassment or violence towards "colleagues" may amount to a breach of the FCA's rules. This will further strengthen the FCA's ability to pursue individuals for their personal conduct.

What might Mr Odey's case mean for enforcement action against non-financial misconduct?

As noted above, the FCA's case focused on Mr Odey's professional integrity in responding to OAM's disciplinary processes. Therefore, in considering the case, the Upper Tribunal may not need to comment more generally on Mr Odey's personal integrity or on the scope of the FCA's remit to take action against non-financial misconduct. Nevertheless, the outcome of this hearing will remain of interest to those in financial services as a further indicator of the Upper Tribunal's position regarding enforcement action addressing non-financial misconduct, in particular, where alleged misconduct is linked to an individual's approved functions. It may also shed further light on when conduct might amount to a lack of integrity such that it breaches Individual Conduct Rule 1 and/or means an individual is not fit and proper.

More broadly, the FCA's recent enforcement action concerning instances of personal misconduct and its introduction of new rules indicate that, regardless of the outcome in Odey, the FCA will likely continue to have appetite to pursue individuals where it perceives that there has been serious non-financial misconduct (particularly when it can link that alleged misconduct to functions in respect of which individuals are approved by it), notwithstanding lower overall numbers of enforcement cases.

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¹ FCA's Decision Notice to Robin Crispin William Odey dated 3 March 2025

² We note that, under the FCA's current rules, for non-banks (including OAM, an asset management firm), COCON applies, broadly speaking, to regulated activities only. By contrast, for banks, COCON applies to the performance of any functions relating to the carrying on of activities by the firm (whether regulated or not).The Upper Tribunal's consideration of non-financial misconduct

³ Jon Frensham v The Financial Conduct Authority [2021] UKUT 0222 (TCC) - GOV.UK